How to Start a Nonprofit Corporation in Minnesota (2024 Guide)

If you would like to form a corporation in Minnesota, you should also consider starting a nonprofit corporation since it plays a crucial role in our society, addressing a wide range of community needs and positively impacting countless lives. Starting a nonprofit corporation in Minnesota can be rewarding, but it requires careful planning, dedication, and a thorough understanding of the various legal and financial requirements.

This comprehensive guide will walk you through Starting a Nonprofit Corporation in Minnesota, from initial planning to ongoing compliance, so that you can make a meaningful difference in your community.

If you want to know more about nonprofit corporations, you may read the whole article until the end, which the Webinarcare Editorial Team had thorough research. Before starting a nonprofit corporation in Minnesota, you must cross-check all the factors and be guided by the steps.

How to Start a Nonprofit Corporation in Minnesota

On this page, you’ll learn about the following:

What is a Nonprofit Corporation?
Steps on How to Start a Nonprofit Corporation in Minnesota
Cost of Forming a Nonprofit Corporation in Minnesota
FAQs

What is a Nonprofit Corporation?

A nonprofit corporation is a legal entity formed under a given state’s specific laws and regulations in the United States. It is created to serve a public or mutual benefit rather than generating profits for its owners or shareholders. Nonprofit corporations typically operate in education, healthcare, social services, arts and culture, and environmental conservation.

In a nonprofit corporation, any surplus income the organization generates is reinvested into its programs and services rather than distributed to shareholders or members. This allows nonprofits to focus on fulfilling their mission and addressing community needs without the pressure to maximize profits.

An example of a nonprofit corporation in Minnesota is Second Harvest Heartland – Distributes food to those in need across the state, working to end hunger..

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Steps on How to Start a Nonprofit Corporation in Minnesota

To start a nonprofit corporation in Minnesota, you must follow the below steps that, include research and planning, choosing a corporate name, appointing directors, filing for Articles of Incorporation, creating corporate bylaws, holding the initial board of directors, issuing stock, obtaining required licenses and permits, registering with state tax agencies, Annual reporting and ongoing compliance. All these steps are basic ones. It can be changed depending on the type of corporation you form and the nature of your business.

Step 1: Research and Planning

Before starting your nonprofit corporation in Minnesota, you must research and plan. This stage is critical to the success of your nonprofit, as it will help you refine your mission, identify potential supporters, and avoid pitfalls. By conducting thorough research and developing a well-informed plan, you can establish a nonprofit corporation that makes a real difference in the lives of those you serve.

Step 2: Choose a Name for the Nonprofit

Once you have a clear vision for your Minnesota nonprofit corporation, it’s time to choose a name. Your organization’s name should be unique, memorable, and reflective of your mission and purpose. Follow these steps to choose and register your nonprofit’s name in Minnesota:

Consider the Mission and Purpose when Choosing the Name

Your nonprofit’s name should be closely tied to its mission and purpose, making it clear to potential supporters what your organization is about. Choose a name that is meaningful and easy to remember, as this will help with marketing and fundraising efforts.

Check for Name Availability with the Minnesota Secretary of State

Before registering your nonprofit’s name, you must ensure another organization still needs to use it in Minnesota. You can do this by checking the Minnesota Secretary of State ‘s online database or contacting their office directly.

Register the Name

Depending on your Minnesota ‘s requirements, you may need to register your nonprofit’s name with the Secretary of State. This typically involves completing a name reservation of 1 year or registration form and paying an online reservation fee of $35, and mail reservation fee of $55. Be sure to follow your state’s specific guidelines and procedures for name registration.

To check the availability of your desired corporate name, you can search the Minnesota Secretary of State’s business name database and Minnesota Business Name Search.

If your nonprofit corporation plans to operate under a name other than its legal name, you may also need to register a fictitious or “doing business as” (DBA) name.

The DBA filing can be done by three methods, online, by mail, and in person filing., which costs around $50 for online filing and $30 for offline filing. In addition, the DBA’s validity in Minnesota is one year, which you can file in Minnesota Secretary of State.

You can check out How to File a DBA in Minnesota for clearer understanding.

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Step 3: Hire a Registered Agent

Hiring a Registered Agent is essential in starting a nonprofit corporation. Registered Agent is a person or company responsible for receiving important legal documents, tax notices, and other correspondence for your nonprofit corporation. They ensure that your nonprofit corporation remains compliant with state regulations and requirements. There are Minnesota Registered Agent Services to check in forming Minnesota Nonprofit Corporation.

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Step 4: Establish Governance and Bylaws

With your nonprofit’s name in place, it’s time to establish your organization’s governance structure and create bylaws. These important documents will outline how your nonprofit will be run, including the roles and responsibilities of board members, the decision-making process, and the procedures for managing finances and record-keeping.

Choose the Initial Board of Directors: Your nonprofit’s board of directors will guide your organization’s activities and ensure its long-term success. Choose individuals passionate about your mission, bring diverse skills and expertise to the table, and are willing to commit the time and effort needed to fulfill their responsibilities as board members. In Minnesota, you need to have at least Three directors for you to operate a nonprofit corporation.
Create Bylaws: Your bylaws are the governing document for your nonprofit, outlining the roles and responsibilities of board members, the decision-making process, and the procedures for managing finances and record-keeping. Be sure to cover board meetings, voting, committees, officer positions, conflicts of interest, and amendment procedures. Your bylaws should be tailored to your organization’s needs and requirements and developed in consultation with an attorney experienced in nonprofit law.
Hold the First Board Meeting: Once your bylaws have been drafted, hold your first board meeting to review and approve them. This meeting should also include the election of officers, such as the president, vice president, secretary, and treasurer. Be sure to document the meeting’s discussions and decisions in meeting minutes, as these records will be important for maintaining your nonprofit’s legal compliance.

Step 5: Incorporate the Nonprofit

The next step in starting your Minnesota nonprofit corporation is to formally incorporate your organization with the Minnesota Secretary of State. Incorporation establishes your nonprofit as a separate legal entity and provides limited liability protection for its board members and officers. To incorporate your nonprofit, follow these steps:

Prepare the Articles of Incorporation

The Articles of Incorporation is the legal document formally establishing your nonprofit corporation. This document should include your organization’s name, purpose, Registered Agent, and principal office address. Be sure to follow your state’s specific requirements for the content and format of the Articles of Incorporation.

File the Articles of Incorporation

Once your Articles of Incorporation is complete, please submit them to the Minnesota Secretary of State’s office, along with any required filing fees. The filing process may vary depending on your state, but it typically involves mailing or submitting the documents online. Keep a copy of the filed Articles of Incorporation for your records.

Filing Articles of Incorporation in Minnesota may be done with three ways, online, by mail and in-person. The Articles of Incorporation fee may vary from different state. However, in Minnesota, it costs $155 for filing online and in-person, and $135 for filing by mail.

Online Filing: Get the online form from Secretary of State, fill it up, and submit. Don’t refresh the page during the process. It will erase everything.
Offline filing: Send the form by mail or drop it off in person to Minnesota Secretary of State — Business Services, Retirement Systems of Minnesota Building, 60 Empire Drive, Suite 100, St Paul, MN 55103.

Step 6: Apply for State and Federal Tax Exemptions

Your organization may be eligible for state and federal tax exemptions as a nonprofit corporation. Obtaining tax-exempt status can save your nonprofit money and make it more attractive to potential donors. To apply for tax exemptions, follow these steps:

Obtain an Employer Identification Number (EIN)

An EIN in Minnesota is a unique number the Internal Revenue Service (IRS) assigns to your organization. You’ll need this number to apply for tax-exempt status and open a bank account for your nonprofit. You can obtain an EIN by completing the online application on the IRS website or submitting Form SS-4 by mail or fax.

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Apply for Federal Tax-Exempt Status (501(c)(3))

To apply for federal tax-exempt status, you’ll need to complete and submit Form 1023 or Form 1023-EZ, depending on the size and complexity of your organization. This application requires detailed information about your nonprofit’s finances, governance, and programs. Be prepared to provide supporting documentation, including your bylaws, Articles of Incorporation, and financial projections. You’ll also need to pay a filing fee, which varies depending on the size of your organization and the form you submit.

Apply for Minnesota Tax-Exempt Status

In addition to federal tax-exempt status, your nonprofit may be eligible for state tax exemptions. The process for applying for state tax-exempt status varies by state, so research your specific state’s requirements and procedures. This may involve submitting additional forms, documentation, and fees to the Minnesota Department of Revenue.

Step 7: Obtain the Necessary Licenses and Permits

Depending on your nonprofit’s activities and location, you may need to obtain various licenses and permits to operate legally—research local, state, and federal requirements and apply for any necessary licenses and permits. Be sure to maintain compliance by renewing licenses and permits as needed and staying up-to-date on any regulation changes.

Step 8: Develop a Fundraising Plan and Strategy

Fundraising is critical to the success of your Minnesota nonprofit corporation, providing the financial resources needed to carry out your mission and programs. Develop a comprehensive fundraising plan that outlines your goals, strategies, and timelines for raising funds. This plan should include various funding sources, such as grants, donations, and special events. Create marketing materials and strategies to promote your nonprofit’s fundraising efforts and engage potential supporters.

Step 9: Open a Bank Account for the Nonprofit

With your legal and financial foundations in place, it’s time to open a bank account for your nonprofit corporation. Choose a bank that offers services tailored to nonprofits and provides the features and support your organization needs. To open an account, you’ll typically need to provide your EIN, Articles of Incorporation, bylaws, and a resolution authorizing the account opening. Establish proper financial controls and procedures to ensure responsible management of the organization’s funds.

You can check out the Minnesota Best Banks to know which bank will suit your nonprofit corporation.

Step 10: Establish Record-Keeping Systems

Effective record-keeping and reporting are essential for maintaining your nonprofit’s legal and financial compliance and demonstrating transparency and accountability to your supporters. Set up systems for tracking financial transactions, maintaining records of your organization’s activities, and reporting to the IRS, state, and other relevant agencies. Stay up-to-date on reporting requirements and deadlines to ensure your nonprofit remains in good standing. Hiring a CPA in Minnesota for this reporting system is best.

Step 11: Launch and Promote the Nonprofit

With your Minnesota nonprofit corporation officially established and your financial and legal foundations in place, it’s time to launch your organization and begin making a difference in your community. Develop a marketing plan to promote your nonprofit’s mission and services, including creating a website, social media presence, and other marketing materials. Network with other nonprofits, community organizations, and stakeholders to build partnerships and collaborations to strengthen your organization’s impact.

Step 12: Ongoing Compliance and Management

Starting a nonprofit corporation is just the beginning – maintaining your organization’s legal and financial compliance is an ongoing responsibility. Stay informed about changes in nonprofit laws and regulations, file required Annual Reports and financial statements, and regularly review and update your bylaws, policies, and procedures as needed. Foster positive relationships with board members, volunteers, and supporters to ensure your nonprofit’s continued success.

Cost of Forming a Nonprofit Corporation in Minnesota

In forming a nonprofit corporation in Minnesota, the filing and Annual fees must be paid. Without it, your nonprofit corporation won’t operate. In Minnesota, the nonprofit costs $155 for filing online and in-person, and $135 for filing by mail, and should file an Annual Report. You should ensure you comply with all the necessary fees and costs so your Minnesota nonprofit corporation will run successfully and smoothly.

Is Forming a Nonprofit Corporation in Minnesota Worth It?

Forming a nonprofit corporation in Minnesota can be worth it if you are dedicated to a specific cause and prepared to meet the challenges and responsibilities of running a nonprofit organization. It is essential to carefully consider your goals and resources and consult with a Business Attorney in Minnesota or other professionals experienced in nonprofit formation and management to ensure that you are making the best decision for your situation.

FAQs

What is a non-profit corporation in Minnesota?

A non-profit corporation in Minnesota is a legal entity organized to carry out a public purpose in the state where no part of the profit is distributed to any of its directors or officers.

Who can start a non-profit corporation in Minnesota?

Individuals or groups who want to conduct a public or charitable purpose in Minnesota can start a non-profit corporation.

What are the benefits of incorporating as a non-profit in Minnesota?

Minnesota non-profit corporations are exempt from certain taxes, can receive tax-deductible donations and may attract additional grant options.

What are the initial requirements to start a non-profit corporation in Minnesota?

Initial requirements include forming the organization’s board of directors, filing articles of incorporation with the Minnesota Secretary of State and obtaining federal tax identification number or EIN.

What should be included in the articles of incorporation of a Minnesota non-profit corporation?

The articles should include the purpose of the corporation, the registered agent, the duration of the corporation’s existence, and the name and address of the initial directors.

Does a non-profit corporation in Minnesota need bylaws?

Yes. All non-profit corporations in Minnesota require bylaws to lay out internal operating rules.

How many board members are needed to start a non-profit corporation in Minnesota?

In Minnesota, you need at least one director to incorporate your non-profit corporation.

How many board members are required to serve on the board in Minnesota at all times?

Minnesota requires at least three directors to serve on a non-profit corporation’s board, except for the initial launch where only one director is needed.

What should a 501(c)(3) application for non-profit status file once it has been incorporated in Minnesota?

It should file Form 1023 or 1023-EZ with the Internal Revenue Service (IRS) to apply for charitable status in Minnesota.

What are the tax requirements for my Minnesota non-profit?

A 501(c)(3) that’s incorporated in Minnesota is generally exempt from state and federal corporate income taxes, sales tax and property tax.

What are the ongoing filing requirements for my Minnesota non-profit?

To remain active in Minnesota, non-profit corporations must file their biennial report with the Office of the Minnesota Secretary of State within the month of their registration anniversary every two years.

Are there bond requirements to run a Minnesota non-profit?

Minnesota requires a fidelity bond of at least 25% of the corporation’s possessions, but not more than $500,000 for the board members, employees and volunteers who have responsibility of funds or assets.

How long does it take to incorporate a non-profit corporation in Minnesota?

Filing times can change based on the number of pending filings, government labor actions, or other events that can break opportunities when you put files in the system of a state government.

How much does it cost to incorporate a non-profit corporation in Minnesota?

Minnesota’s filing fees to incorporate a non-profit corporation can vary based on a few different variables-the fees are accessible on the Secretary of State’s performing price schedule.

Can non-profit organizations make a profit?

Yes, non-profit organizations can raise funds, surplus up to a limit, but that profit cannot be made for individual profit.

Can a person be a board member and an employee of the non-profit corporation at the same time in Minnesota?

Indeed, an employee can sometimes serve on the board of a non-profit corporation in Minnesota.

What purpose of the bylaws of the non-profit corporation set forth?

Bylaws spell out the procedures and rules that directors and members must follow within the limits established by MN Law.

Should non-profit corporations required to apply for IRS tax exemption immediately after incorporation?

A non-profit corporation in Minnesota is not required to apply for federal tax-exemption until receiving contributions over the federal tax threshold of $5,000 in one year.

Is it necessary to keep records for a non-profit corporation in Minnesota, and if yes, which records and for how long?

Yes, Minnesota requires non-profit corporations to have maintained accurate books and records, with minutes of decisions from board meetings and documents containing the financial data of the non-profit.

Does a Minnesota non-profit corporation need workers’ compensation insurance?

Yes. Workers’ compensation insurance is required in Minnesota for almost all workers to cover employee injuries sustained while engaging in work activities.

Can a non-profit sue?

Yes, non-profits can sue in civil court to enforce their rights, recover monetary or other damages.

What is the maximum permissible number of members on the board of a Minnesota non-profit corporation?

There is usually no maximum limit. Nonetheless, the exact number of Minnesota members will always depend on internal administration and Nebraska law.

Does starting a non-profit require any personal guarantees in Minnesota?

There are no such specified requirements for personal guarantees when starting a non-profit in Minnesota.

Is there a conflict of interest policy requirement for Minnesota non-profits?

Yes, the MN non-profit with more than three directors must have a written policy governing conflicts of interest, transparency, and accountability which confirms disclosures and recusal of the board members.

Can I get public sector loan forgiveness to pay off student loans if I’m working in the non-profit sector?

The PSLF program offers loan absolution for persons who work for 10 years in a non-profit or civic institution in Minnesota while retaining educational debt.

Can a non-profit in Minnesota operate outside the state?

The corporation should fulfill what distinguishes it as a foreign (or non-Minnesota) corporation under different state business use law. This allows the non-profit organization to track income and pay estimated tax depending on that overall tax.

How can a non-profit corporation raise money in Minnesota?

Non-profits in Minnesota can raise funds with donations, membership dues, child sponsorship, sales activities, grants, and more.

What are the prohibited benefits to board members and personal participants of Minnesota non-profits?

Minnesota state law are limited on collusion and misuse, meaning that board Member or employee can benefit as persons or profits as a result of board service. Minnesota’s non-profits cannot be used or work falls into the interference of politics practically and must operate on neutral duties.

What are the advantages of creating a non-profit corporation in Minnesota?

The advantages of creating a non-profit corporation in Minnesota include possible tax exemptions, eligibility for grants, and the ability to apply for tax-deductible donations.

Can a non-profit corporation in Minnesota make a profit?

Yes, a non-profit corporation in Minnesota may make a profit, but all earnings must be used to support its charitable mission.

How do I start a non-profit corporation in Minnesota?

To start a non-profit corporation in Minnesota, you must incorporate your organization with the Minnesota Secretary of State and obtain tax-exempt status from the Internal Revenue Service.

How much does it cost to start a non-profit corporation in Minnesota?

The cost of starting a non-profit corporation in Minnesota varies, depending on filing fees, legal costs, and other expenses.

Do I need a lawyer to start a non-profit corporation in Minnesota?

While it is possible to start a non-profit corporation in Minnesota without a lawyer, it is highly recommended to consult with one to ensure that you are complying with all legal requirements.

How long does it take to create a non-profit corporation in Minnesota?

The time it takes to create a non-profit corporation in Minnesota varies, but it can take several weeks or more to complete all the required steps.

What are the requirements to incorporate a non-profit corporation in Minnesota?

To incorporate a non-profit corporation in Minnesota, you must file Articles of Incorporation with the Minnesota Secretary of State, develop bylaws, keep accurate financial records, and elect a board of directors.

Can individuals be directors of a non-profit corporation in Minnesota?

Yes, individuals can be directors of a non-profit corporation in Minnesota.

Can a non-profit corporation in Minnesota be run by volunteers?

Yes, a non-profit corporation in Minnesota can be run by volunteers.

What is the process for obtaining tax-exempt status for a non-profit corporation in Minnesota?

The process for obtaining tax-exempt status for a non-profit corporation in Minnesota includes filing a Form 1023 or 1023-EZ with the Internal Revenue Service.

Is there a state application to obtain tax-exempt status in Minnesota?

No, there is no state application to obtain tax-exempt status for a non-profit corporation in Minnesota.

How do I register my non-profit corporation in Minnesota with the Minnesota Attorney General’s Office?

Registration with the Minnesota Attorney General’s Office is typically required if your non-profit corporation wants to solicit charitable donations in Minnesota.

What happens if a non-profit corporation in Minnesota does not file its annual registration with the Minnesota Attorney General?

If a non-profit corporation in Minnesota does not file its annual registration with the Minnesota Attorney General, it may face fines or have its charitable solicitation license revoked.

Are there any ongoing requirements for running a non-profit corporation in Minnesota?

Yes, there are several ongoing requirements, such as filing yearly tax forms and keeping accurate financial records.

What is a registered agent for a non-profit corporation in Minnesota?

A registered agent for a non-profit corporation in Minnesota is the individual or entity responsible for accepting legal and tax documents on behalf of the non-profit corporation.

Can I serve as the registered agent for my non-profit corporation in Minnesota?

Yes, you can serve as the registered agent for your non-profit corporation in Minnesota.

How do I obtain a federal employer identification number (EIN) for my non-profit corporation in Minnesota?

You can obtain a federal EIN by filing an online application with the Internal Revenue Service.

Can a non-profit corporation in Minnesota pay salaries to its employees and directors?

Yes, a non-profit corporation in Minnesota can pay salaries to its employees and directors if they are reasonable and comparable to similar positions at for-profit companies.

Are non-profit corporations in Minnesota exempt from sales tax?

Non-profit corporations in Minnesota may be exempt from sales tax for some of their purchases, but this varies depending on the type of goods and services being purchased.

Can non-profit corporations in Minnesota engage in political lobbying?

Non-profit corporations in Minnesota can engage in political lobbying, but there are restrictions on how much lobbying they can do.

How can I attract donors to my non-profit corporation in Minnesota?

To attract donors, you should create a compelling mission statement, share stories of impact, and communicate your organization’s successes.

Do non-profit corporations in Minnesota need liability insurance?

While there is no mandate, it is always recommended you insure your non-profit in case of accidents.

Can a non-profit corporation in Minnesota dissolve or merge with another organization?

Yes, a non-profit corporation in Minnesota can dissolve or merge with another organization.

How can a non-profit corporation in Minnesota file for bankruptcy?

Non-profit corporations in Minnesota can file for bankruptcy under Chapter 11 of the Bankruptcy Code.

How do I know if my non-profit corporation’s activities meet the legal definition of church status?

Meeting the legal criteria for church status may depend on activities such as conducting organized religious rites or otherwise having a regular religious program.

Can non-profit corporations in Minnesota engage in commercial activities?

Yes, non-profit corporations in Minnesota can engage in commercial activities if revenues from the activities benefit the organization’s charitable mission.

What are some common mistakes to avoid when starting a non-profit corporation in Minnesota?

Common mistakes to avoid when starting a non-profit corporation in Minnesota include not applying for tax-exempt status, not establishing adequate governance policies, and not keeping accurate financial records.

Why You Should Start Minnesota Nonprofit

One of the key reasons to start a nonprofit in Minnesota is the strong sense of community and generosity that exists within the state. Minnesotans have a long-standing tradition of giving back to their communities and supporting causes that they believe in. This culture of philanthropy creates a supportive environment for nonprofits to succeed and make a meaningful impact.

In addition, Minnesota has a wealth of resources available to support nonprofit organizations. From funding opportunities to training programs and networking events, there are many avenues for nonprofits to grow and thrive in Minnesota. The state also boasts a strong network of foundations, corporations, and individual donors who are dedicated to supporting the nonprofit sector.

Furthermore, Minnesota has a strong regulatory framework in place to support nonprofits and ensure that they operate in a transparent and responsible manner. By starting a nonprofit in Minnesota, you can take advantage of the state’s laws and guidelines to establish a solid foundation for your organization and build trust with stakeholders.

Another important factor to consider when starting a nonprofit in Minnesota is the opportunity to collaborate with other organizations and leverage their resources and expertise. Minnesota is home to a vibrant nonprofit community that is always looking to collaborate and work together to achieve common goals. By joining forces with other nonprofits in the state, you can amplify your impact and reach a wider audience.

Additionally, starting a nonprofit in Minnesota can provide you with the opportunity to address important social issues that are specific to the state. Whether you are passionate about environmental conservation, education, healthcare, or any other cause, Minnesota provides a platform for you to effect meaningful change and leave a lasting legacy in your community.

Overall, if you are considering starting a nonprofit organization, Minnesota is an excellent place to do so. With a supportive community, ample resources, strong regulatory framework, and opportunities for collaboration, Minnesota provides a fertile ground for nonprofits to thrive and make a positive impact. By choosing to start a nonprofit in Minnesota, you can be part of a dynamic and innovative sector that is dedicated to making the world a better place.

Conclusion

Starting a nonprofit corporation is a rewarding and challenging endeavor that requires careful planning, dedication, and a thorough understanding of the various legal and financial requirements. By following the steps outlined in this comprehensive guide, you’ll be well on your way to creating a nonprofit that makes a meaningful difference in your community. As you embark on this journey, remember to stay focused on your mission and your organization’s impact on the lives of those you serve. Never underestimate the power of a passionate, committed team working together to improve the world.